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Cords Cable Industries Ltd.

BSE: 532941 | NSE: CORDSCABLE |

Represents Equity.Intra - day transactions are permissible and normal trading is done in this category
Series: EQ | ISIN: INE792I01017 | SECTOR: Cables - Power & Others

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Annual Report

For Year :
2018 2016 2015 2014 2013 2012 2011 2010 2009

Director’s Report

Dear Members,

The Directors have pleasure in presenting the 27thAnnual Report of your company together with the audited statement of accounts for financial year ended March 31, 2018.

FINANCIAL HIGHLIGHTS (Rs. in Lacs)

Particulars

FY 2017-18

FY 2016-17

Revenue from Operations

36,537.88

32,340.92

Other Income

175.65

213.27

Total Income

36,713.53

32,554.19

Operating Expenditure

32,992.16

29,034.09

Profit before interest, tax and depreciation (PBITD)

3,721.37

3,520.10

Finance Cost

2,293.97

2,213.75

Depreciation

506.04

521.26

Profit before tax (PBT)

921.36

785.09

Provision for Tax

295.17

267.90

Other Comprehensive Income

(1.96)

(6.80)

Profit after Tax (PAT)

624.23

510.39

Profit brought forward from previous year

5,533.56

5,023.18

Profit available for appropriations

6,157.79

5,533.56

Appropriations:

Transferred to General Reserve

-

-

Profit carried forward

6,157.79

5,533.56

COMPANY’S PERFORMANCE/STATE OF COMPANY’S AFFAIRS

During the year under review, your company’s total revenue stood at Rs.36,713.53 lacs as against Rs.32,554.19 lacs in the previous year. Your Company earned Profit Before Interest, Tax and Depreciation of Rs.3,721.37 lacs as against a PBITDA of Rs.3,520.10 lacs in the previous year. The interest cost was Rs.2,293.97 lac as against Rs.2,213.75 lacs in the previous year. The finance cost includes the Preference Share Dividend and tax thereon as and when approved and declared in Annual General Meeting (AGM). Preference Dividend paid in F.Y. 2016-17 was Rs.19.26 lacs and in the FY 2017-18 was Rs.16.86 lacs.

Your company earned profit after tax for the year of Rs.624.23 lacs as against a PAT of Rs.510.39 lacs earned in the previous year.

FY 2017-18 was a very eventful year with the economy settling down during the latter half of the fiscal post the effects of demonetization and GST implementation. The year also witnessed a lot of infrastructure push from the government. A lot of projects in the Railways, Metro rails, Power, Roads, Oil Refineries and other infrastructure & related sectors were undertaken. With infrastructure being the focus area, demand for your company’s products is expected to rise. This is also apparent from the financial performance for the year with your company’s top line growing by about 13% and bottom line growing by over 22%. It would be prudent to bring to your notice that the company’s Finance cost has not increased in tandem with the top line, showing the results of management’s efforts in controlling the same. Also, the capacity utilization has been gradually improving over the years and we remain confident of further improvement in the same during the next fiscal.

Newly added prestigious export/domestic clients

Your company received a prestigious approval from a Gulf Oil major making it eligible for bidding for Instrumentation & Control, Fiber Optics & LV Power distribution cables for all ongoing and upcoming projects of the said Gulf based Oil major. Your company has historically exported its products to about 45 countries and is confident of leveraging its experience to build upon this opportunity.

During the year, your Company was successful in adding new clients which includes names such as ANDRITZ TECHNOLOGIES PVT LTD, Asian Fine Cement Pvt. Ltd., Atlas Cop co (India) Ltd, DCM SHRIRAM LTD., Rolls Royce System, ONGC TRIPURA POWER COMPANY LIMITED, SHRIRAM EPC LIMITED etc. and it has also been able to maintain its relationship and garner regular business from existing clients like L&T, Siemens, EIL, NTPC, BHEL etc.

Your Company’s current focus is on increasing its business from the Hydrocarbons, Freight Corridor, Smart Cities Mission, Railway signalling and Protection systems and Infrastructure projects.

CAPITAL STRUCTURE

During the Financial Year under review, Company has not issued any Equity/ Preference shares to its shareholders.

The Authorised Capital of the Company is Rs.17,10,00,000/ - (Rupees Seventeen Crores Ten Lakhs Only) divided into no(s) 1,35,00,000 (One Crore Thirty Five Lacs) Equity Shares of Rs.10/- (Rupees Ten) each and no(s) 3,60,000 (Three Lacs Sixty Thousand) Non Convertible Cumulative Redeemable Preference Share of Rs.100/- (Rupees Hundred) each.

Also, the Issued, Subscribed and paid up share capital of the Company is Rs.14,52,77,800/- (Rupees Fourteen Crores Fifty Two Lakhs Seventy Seven Thousand Eight Hundred only) divided into no(s) 1,29,27,780 (One crore Twenty Nine Lakh Twenty Seven Thousand Seven Hundred and Eighty only) Equity shares of Rs.10/- (Rupees Ten) each and no(s) 1,60,000 (One Lakh Sixty Thousand) NonConvertible Cumulative redeemable Preference Shares of Rs.100/- each fully paid.

APPROPRIATIONS:

a) Transfer to Reserves

During the Financial year ended on March 31, 2018, no amount has been transferred to General Reserves of the company.

b) Dividend

Dividend @ 10% p.a. on No(s) 1,60,000 Non Convertible Cumulative Redeemable Preference Shares of Rs.100 each fully paid up for the FY ended on March 31, 2018 is recommended. These shares are not listed on any stock exchanges.

The Board of Directors, after duly considering the requirement of funds for Working Capital and repayment of loan instalments, have not recommended any dividend on equity shares for the year under review in view to further strengthen the financial position of your Company.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of business of the Company during the financial year ended March 31, 2018.

PARTICULARS OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES

As on date of this report, your company does not have any subsidiary, joint ventures and Associate Company Further, during the period under review no company become or ceased to be its subsidiaries, joint venture or Associate Company

LISTING OF SHARES

The shares of the Company are listed on the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE). The listing fee for the year 2018-19 has already been paid to the stock exchanges.

ISO CERTIFICATES

Your company is to be awarded the globally recognized prestigious ISO 9001: 2015, ISO 14001:2004 and BS OHSAS 18001:2007 Certification, for meeting international standards of Quality, Environmental, Occupational Health and Safety Management Systems.

CREDIT RATING

Credit Analysis and Research Ltd. (CARE Ratings) upgraded the credit ratings for company’s long term / short term bank facilities from CARE BBB-; Stable/CARE A3 (Triple B Minus: Outlook: Stable/A Three) to CARE BBB; Stable/CARE A3 (Triple B /A Three) respectively.

DETAILS OF ORDERS PASSED BY THE REGULATORS, COURTS OR TRIBUNALS

During the period under review, no material order has been passed by any regulator or court excepting to the extent as may be mentioned in the Notes to Accounts attached to the Financial Statements forming part of the Annual Report.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

In terms of the applicable provisions of the Act and the Articles of Association of the Company, Mr. Sanjeev Kumar (DIN: 07178759), Whole Time Director of the company shall retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for reappointment. Brief resume and other details of Mr. Sanjeev Kumar, who is proposed to be re-appointed as a Director of your company, have been furnished in the Explanatory Statement to the Notice of the ensuing Annual General Meeting. The Board recommends his appointment.

All Independent Directors have given declarations under section 149 (7) of Companies act, 2013, that they meet the criteria of Independence as laid down under section 149(6) of the Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligation and Disclosure Requirements), 2015 and there has been no change in the circumstances which may affect their status as independent director during the year. The Independent directors had no pecuniary relationship or transactions with the Company

The Company has received Form DIR- 8 from all Directors pursuant to Section 164(2) and Rule 14 (1) of Companies (Appointment and Qualification of Directors) Rules, 2014.

Key Managerial Personnel (KMP):

In term of Section 2(51) and Section 203 of the Company’s Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, following persons are the Key Managerial Personnel (KMP) of the Company:

- Mr. Naveen Sawhney (Managing Director),

- Mr. Sanjeev Kumar (Whole Time Director),

- Mr. Manoj Kumar Gupta (Chief Financial Officer) and

- Ms. Garima Pant (Company Secretary)

Remuneration and other details of the said Key Managerial Personnel for the financial year ended March 31, 2018 are mentioned in Form MGT -9 (Extract of Annual Return) which is attached as annexure to the Board Report.

Declaration from Independent Director(s)

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed in the Act and the Listing Regulations.

In the opinion of the Board, Independent Directors fulfil the conditions specified in the Act, Rules made there under and Listing Regulations and are independent of the management.

BOARD AND ITS COMMITTEES

The Board of Directors of your Company had already constituted various Committees in Compliance with the provisions of the Companies Act, 2013 and SEBI Listing Regulations viz. Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Committee of Directors and Corporate Social Responsibility (CSR) Committee.

In accordance with the provisions of the erstwhile Clause 49 of the Listing Agreement, the Board had voluntarily constituted Risk Management Committee.

All decisions pertaining to the constitution of Committees, appointment of members and fixing of terms of reference/ role of the committees are taken by the Board of Directors.

Details of the role and composition of these committees, including the numbers of meetings held during the financial year and attendance at meetings, are provided in the Corporate Governance Section of the Annual Report.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During FY 2017-18, 5 (Five) meetings of the Board of Directors were held. For details of the meetings of the Board, please refer to the corporate governance report, which forms part of this Annual Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Provisions of Section 134(3)(p) of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, mandate that the Board shall monitor and review the Board evaluation framework.

According to this framework, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit Committee, Nomination & Remuneration Committees. The manner in which such performance evaluation was carried out is as under:

The performance evaluation framework is in place to seek the response of Directors on the evaluation of the entire board and individual directors. The Nomination and Remuneration Committee carries out evaluation of Director’s performance.

The performance of the Board and Individual Directors was evaluated by the Board seeking input from all Directors. The performance of Committees was evaluated by the Board seeking input from the Committee Members. The Nomination and Remuneration Committee reviews the performance of the Individual Directors. A separate meeting of the Independent Directors was also held to review the performance of non-independent Directors; performance of the Board as a whole and performance of the Chairman of the company, taking into account the views of executive as well as non-executive Directors.

The criteria of evaluation of Board includes mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board is based on the criteria laid down by Nomination and Remuneration Committee which includes attendance, contribution at the meetings and otherwise, independent judgement, adherence to Code of Conduct and business ethics, monitoring of regulatory compliance, risk management and review of internal control system, etc.

DIRECTORS’ RESPONSIBILITY STATEMENT

Your Directors make the following statement in term of Section 134 of the Companies Act, 2013, which is to the best of their knowledge and belief and according to the information and explanations obtained by them:

a) that in the preparation of the annual accounts for the Financial Year ended March 31, 2018, the applicable accounting standards were followed, along with proper explanation relating to material departures;

b) that appropriate accounting policies were selected and applied consistently and judgments and estimates that are reasonable and prudent were made so as to give a true and fair view of the state of affairs of the company as at March 31, 2018 and of the profit of the company for the financial year ended on March 31, 2018;

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of your company and for preventing and detecting fraud and other irregularities;

d) that the annual accounts for the financial year ended on March 31, 2018 have been prepared on a going concern basis;

e) that the directors have laid down internal financial controls which were followed by the company and that such internal financial controls are adequate and are operating effectively; and

f) that the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems, established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company’s internal financial controls were adequate and effective during the financial year 2017-18.

INDEPENDENT DIRECTORS’ MEETING

During the year under review, the Independent Directors of the company met on February 14, 2018 without the presence of the Executive Directors or management personnel, inter-alia, to discuss:

- Evaluation of performance of Non-Independent Directors and the Board of Directors as a whole;

- Evaluation of performance of Chairman of the Company, taking into views of Executive and Non Executive Directors;

- Evaluation of the quality, content and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

In compliance with the requirements of SEBI Listing Regulations, your Company has put in place a Familiarization Program for Independent Directors to familiarize them with their role, rights and responsibility as Directors and to provide insights into the Company’s business to enable them contribute significantly to its success. The Executive Directors and Senior Management make presentations periodically to familiarize the Independent Directors with the overall strategy, operations and functions of the Company.

The details of familiarisation programmes imparted to independent directors have been posted on the website of the Company (http://cordscable.com/cordscable/ corporate.php).

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION AND OTHER DETAILS

Pursuant to provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, the Nomination and Remuneration Committee (‘NRC’) of your Board has formulated a Remuneration Policy for the appointment and determination of remuneration of the Directors, Key Managerial Personnel, Senior Management and other employees of your Company. The NRC has also developed the criteria for determining the qualifications, positive attributes and independence of Directors and for making payments to Executive Directors of the Company. The same was approved by the Board of Directors.

The NRC takes into consideration the best remuneration practices in the industry while fixing appropriate remuneration packages. Further, the compensation package of the Directors, Key Managerial Personnel, Senior Management and other employees is designed based on the set of principles enumerated in the said policy.

Your Directors affirm that the remuneration paid to the Directors, Key Managerial Personnel, Senior Management and other employees is as per the Remuneration Policy of your Company. The Remuneration details of the Directors, Chief Financial Officer and Company Secretary, along with details of ratio of remuneration of each Director to the median remuneration of employees of the Company for the FY under review are provided as Annexure - 1.

The Remuneration Policy of your Company can be viewed at the following link: http://cordscable.com/cordscable/ corporate.php.

CORPORATE GOVERNANCE

Your company has put in place an effective Corporate Governance system which ensures that provisions of the Act and Listing Regulations are duly complied with, not only in form but also in substance. A detailed Report on Corporate Governance together with the Auditors’ Certificate on its compliance, forms part of the Annual Report as Annexure-2.

Certificate from M/s Gupta Gulshan & Associates, Company Secretaries, regarding compliance with the conditions of Corporate Governance as stipulated in Regulation 34(3) and Schedule V of SEBI (Listing Obligation and Disclosure Requirements), 2015 has been obtained and is annexed at the end of Corporate Governance Report. Also declaration signed by the Managing Director stating that the members of the Board of Directors and Senior management personnel have affirmed the compliance with code of conduct of the Board of Directors and Senior Management is forms part of this report. The code can be viewed at the following link: http:/ /cordscable.com/cordscable/media/policies/Code-of-Conduct-for-Directors-Management-Team.pdf

The extract of annual return in Form MGT 9 as required under Section 92 of Companies Act, 2013 read with rule made there under is appended as an annexure to this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion & Analysis Report, as stipulated under Regulation 34 of SEBI (Listing Obligation and Disclosure Requirements), 2015, forms an integral part of this report and gives details of the overall industry structure, performance and state of affairs of your company’s business, risk management systems and other material developments during the FY under review.

EXTRACT OF THE ANNUAL RETURN

Annual return of the company has been placed at the web address http://www.cordscable.com/cordscable/ cordscablesindustries.php. An extract of the Annual Return in Form No. MGT - 9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, are set out herewith as Annexure - 3.

DEPOSITS FROM PUBLIC

Your Company has neither accepted nor renewed any deposits during FY 2017-18 in terms of Chapter V of the Companies Act, 2013 and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the FY 2017-18, all contracts / arrangements / transactions entered into by your Company with related parties under Section 188 of Companies Act, 2013 were in the ordinary course of the business and on arm’s length basis. No Material Related Party Transactions i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements, were entered during the year by your Company. Thus, there are no transactions required to be reported in Form AOC -2. Also, during the FY 2017-18, there were no materially significant related party transactions entered into by your Company with the Promoters, Directors, Key Managerial Personnel or other designated persons which might have potential conflict with the interest of the Company at large.

Further, the related party transactions attracting the compliance under Section 177 of the Companies Act, 2013 and/or SEBI Listing Regulations were placed before the Audit Committee on quarterly basis for necessary approval/review. Also a statement of all related party transactions entered was presented before the Audit Committee on quarterly basis, specifying the nature, value and any other related terms and conditions of the transactions.

During the period under review Related Party transactions were also disclosed to the Board on regular basis as per Ind AS-24. Details of related party transactions as per Ind AS- 24 may be referred to in Note 29 (D) of the Financial Statement.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company’s website at the link: http://cordscable.com/cordscable/corporate.php.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Sections 124 and 125 of the Companies Act, 2013 and the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rule, 2016 (“Rule”) all shares on which dividend has not been paid or claimed for Seven consecutive years or more shall be transferred to the DEMAT Account of IEPF Authority after complying with the procedure laid down under the Rules.

During the FY under review, your Company has transferred unpaid / unclaimed dividend amounting to Rs.58,748/-(Rupees Fifty Eight Thousand Seven Hundred and Forty Eight only) for FY 2009- 10 along with relevant shares to Investor Education and Protection Fund (IEPF) of the Central Government of India. This amount was lying as unpaid/unclaimed dividend amount with the IDBI Bank for a period of seven years from the date they became due for payment.

Also, pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on September 26, 2017 (date of last Annual General Meeting) on the Company’s website (http:// cordscable.com/cordscable/corporate.php), as also on the Ministry of Corporate Affairs’ website.

In terms of Rule 6 (5) of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 your company has transferred 10,159 equity shares to the said fund.

MATERIAL CHANGES AND COMMITMENTS

No material changes and / or commitments affecting the financial position of your company has occurred between April 01, 2018 and the date of signing of this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 of COMPANIES ACT, 2013.

During the financial year ended on March 31, 2018, Company has not given any loan, investments and guarantees made/given by the Company pursuant to provisions of Section 186 of Companies Act, 2013.

RISK MANAGEMENT POLICY

Risk management policy commensurate with its size and nature of business is developed and implemented by the company and discussed by the board from time to time while it reviews the business operations. Policy is primarily developed with a view to identify the risk element which may threaten the existence of the company. The policy provides a reasonable assurance in respect of providing financial and operational risk in respect of business of the company, complying with applicable statutes and safeguarding of assets of the Company.

In the opinion of board; any element which may threaten the existence of your company does not exist as on date of report and do not consider that such element may arise in future.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

Your Company believes in the conduct of its affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behaviour and is committed to develop a culture in which every employee feels free to raise concerns about any poor or unacceptable practice and misconduct.

Accordingly, the Board of Directors has formulated a mechanism called Whistle Blower Policy for employees to report to the management instances of unethical behaviour, actual or suspected fraud/corruption or violation of the Company''s code of conduct or ethics policy

In staying true to our values of Strength, Performance, and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and Stakeholder responsibility.

The procedure Vigil Mechanism / Whistle Blower Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for genuinely raised concern.

The Company has in place a Vigil Mechanism i.e. whistle blower policy to deal with unethical behaviour, victimization, fraud and other grievances or concerns, if any. The aforementioned Whistle blower policy can be accessed on the Company''s website: http:// cordscable.com/cordscable/corporate.php.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Board, upon the recommendation of the CSR Committee, adopted CSR Policy and initiated its implementation. The CSR policy of the company primarily covers the activities related to education, health and other general activities permitted under the Companies Act. The CSR Policy is available on the Company’s website (URL: www.cordscable.com).During the period under consideration, the company had to spent an overall amount of Rs.21.42 Lacs (Rs. 7.23 Lacs for the F. Y. 2017-18 Rs. 14.19 Lacs i.e. unspent amount of last year’s) towards CSR activity. Thought the company had intended to spend entire CSR Budget during this year but in order to meet the requirement of funds for working capital and repayment of loan instalments, company could not spend the entire amount in the CSR activities during the finance year 20172018. However, efforts shall be made to contribute towards CSR activities during F.Y. 2018-19.

The details pertaining to composition of CSR Committee are included in the Corporate Governance Report, which forms part of this Annual Report. The Annual Report on CSR activities is annexed as Annexure - 4.

INSIDER TRADING CODE

In Compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (“the PIT Regulations”) on prevention of insider trading, your company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company’s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated persons have confirmed compliance with the Code.

DISCLOSURE FOR PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Your Company believes in providing a safe and harassment free workplace for every woman working with the company. The Company endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment.

The company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment as per applicable provisions.

As on date of this report, Internal Complaints Committee has not received any complaint pertaining to sexual harassment and no complaint is pending for disposal before the Committee.

AUDIT COMMITTEE

Pursuant to the provisions of Section 177 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014 and Regulation 18 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this Annual Report. Board of your Company has accepted all recommendations of the Audit Committee.

AUDITORS AND AUDITOR’S REPORT

Statutory Auditors

The Members of the Company had, at the 25th Annual General Meeting (AGM) held on September 30, 2016, approved the appointment of M/s Alok Misra & Co., Chartered Accountant firm (FRN 018734N) as the Statutory Auditor of the company to hold the office from the conclusion of 25th Annual General Meeting until the conclusion of 30th Annual General Meeting at the remuneration of Rs.6 Lacs p.a. plus Taxes as applicable.

The Statutory Auditors have submitted a certificate confirming their eligibility under Section 139 of the Act and meet the criteria for appointment specified in Section 141 of the Act. Further, the company has also received declaration from the Auditors that they are not disqualified for such appointment/ reappointment under the said act.

In terms of the provisions of Section 139 (1) of the Companies Act, 2013 it was required to ratify the appointment of Statutory Auditor every year by the Shareholders of the Company during the tenure of appointment. Further, due to notification of some of the provisions of Companies (Amendment) Act, 2017 on May 07, 2018, the requirement of ratification of appointment of Statutory Auditors by member has been done away with.

Hence, it is no longer required to ratify the appointment of statutory Auditor at every Annual General Meeting by the members of the Company

Statutory Auditors’ Report

The Auditors Report to the members on the Financial Statement of the company for the financial year ended on March 31, 2018 does not contain any qualifications, reservations or adverse remarks. The observations of statutory Auditors in their report read with relevant Notes to Accounts are self explanatory and therefore do not require further comments.

REPORTING OF FRAUDS

There have been no instances of fraud reported by the Statutory Auditors under Section 143(12) of the Act and Rules framed there under either to the Company or to the Central Government.

Cost AUDITORS

The Board, on the recommendation of Audit Committee, has appointed M/s S. Chander & Associates, Cost Accountants (Firm Regn. No. 100105), who has given their consent in writing to act as the Cost Auditor of the Company for the FY ending March 31, 2018 at a remuneration of Rs.1.07 Lacs p.a. plus taxes as applicable and out of pocket expenses incurred in connection with the aforesaid audit. Since the remuneration payable to the Cost Auditor is required to be ratified by the shareholders, the Board recommends the same for approval by members at ensuing AGM.

Your company is required to maintain Cost Records as specified by the Central Government in accordance with the provisions of Section 148 of the Companies Act, 2013 read with Companies (Audit & Auditors) Rules, 2014, and accordingly such accounts and records are made and maintained. The Cost Auditors will submit their report for the FY 2017-18 on or before the due date.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s Gupta Gulshan & Associates, Company Secretaries were appointed as the Secretarial Auditors of the Company to carry out the secretarial audit for the financial year ended on March 31st, 2018 at a remuneration of Rs.1.50 Lacs p.a. plus taxes as applicable and out of pocket expenses incurred in connection with the aforesaid audit.

Secretarial Audit Report

Pursuant to Section 204 of the Companies Act, 2013, and Rules made there under, a Secretarial Audit Report for the FY 2017-18 in Form MR 3 given by M/s. Gupta Gulshan & Associates, Company Secretary in practice is attached as Annexure- 5 with this report. Regarding observations of the secretarial auditors the board submits following comments:

Regarding non-filing of form MGT-14 by the company it is submitted that the Company is in the process to submit the said form. Section 117 of the Companies Act, 2013 as amended is notified w.e.f. 07.05.2018, however the revised e-form is still not made available at the MCA portal It is also submitted that an E- ticket has already been raised in MCA Service desk in this regard and suitable action will be initiated as and when E- Form made available for filling as per the amended provisions of section 117 of the Companies Act, 2013. The company shall submit the form once revised form is made available for e-filing.

The delay in transfer of shares in IEPF (Investor Education and Protection Fund) has been occurred due to some issues raised by the shareholders to whom notices were issued in respect of shares on which amount of dividend was unclaimed.

Regarding CSR contribution, it is submitted that to meet the requirement of funds for Working Capital and repayment of loan instalments, the company could not spend the amount in the CSR activities during the financial year 2017-2018. However, efforts shall be made to contribute towards CSR activities during F.Y. 2018-19.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

Internal Control System of the Company has been devised through its extensive experience that ensures control over various functions of its business. The Company practices Quality Management System for Design, Planning, Production and Marketing. Periodic audits conducted by Internal Auditors and Statutory Auditors provide means whereby any weakness, whether financial or otherwise, is identified and rectified in time. The details in respect of internal financial control and their adequacy are also included in the Management Discussion and Analysis, which forms part of this report.

HUMAN RESOURCES

Our relations with the employees remained cordial. Your Directors would like to place on records their appreciation of the commitment and efficient services rendered by all employees of the company, without whose whole hearted efforts, the overall satisfactory performance of the company would not have been possible.

PARTICULARS OF EMPLOYEES

Details containing the name and other particulars of employees in accordance with the provisions of Section 197 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are set out in Annexure - 1 to the Board’s Report.

COMPLIANCE WITH SECRETARIAL STANDARDS

The company is fully compliant with the applicable Secretarial Standards (SS) viz. SS-1 & SS-2 on Meetings of Board of Directors and General Meetings respectively.

ELECTRONIC FILLING

The Company is also periodically uploading Annual Reports, Financial Results, Shareholding Pattern etc on its website viz. www.cordscable.com within the prescribed time limit.

MANAGING DIRECTOR AND CHIEF FINANCIAL OFFICER CERTIFICATION

Chief Financial Officer has given a certificate to the Board as contemplated under Regulation 17(8) of SEBI (Listing Obligation and Disclosure Requirements), 2015, provided in a separate section as Annexure - 6 and forms part of this Report.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The information regarding conservation of energy and technology absorption is annexed herewith as Annexure-7.

FOREIGN EXCHANGE EARNING AND OUTGO

(a)

Activities relating to export, initiatives taken to increase exports, development of new export markets for products and export plans

During the year under review, the Company’s products were exported mainly to Middle-East countries. Company participated in Exhibitions, Technical Seminars & Conferences in foreign countries for promotion of its products. Efforts continue to enlarge the geographical reach on export market in order to maximize foreign exchange inflow and every effort made to minimize the foreign exchange outflow.

(b)

Total Foreign Exchange used & earned:

Earnings

Rs.621.75 Lacs

Outgo

Rs.186.99 Lacs

STATUTORY DISCLOSURES

Your Directors state that there being no transactions with respect to following items during FY under review, no disclosure or reporting is required in respect of the same:

1. Deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of your Company under any scheme, save and except ESOS referred to in this Report.

4. Neither the Managing Director nor the Whole-time Director of your Company receives any remuneration or commission from any of its subsidiaries.

5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

6. Buy back of shares.

AWARDS AND RECONGNITIONS

During the FY under review, your company received following awards/recognitions which are listed below:

- Certificate of membership from FieldComm Group.

- Awarded 3 bulk contracts towards designing, engineering & supplying of Fire Resistant Signal Cables, Conventional Type Instrumentation Cables and Power Cables to be used in the Hydrocarbon sector in the states of Haryana, Assam and Gujarat. The combined total estimated value of the said contracts is Rs.40 crore.

- Registered and prequalified with an Arabian/Persian Gulf based Oil major. This approval is expected to give boost to its Exports and further enhance company’s revenue contribution from the Hydrocarbon sector from throughout the GCC (Gulf Cooperation Council) member states.

This registration will allow Cords Cable Industries to supply following types of Cables:

a. Instrumentation & Control

b. Fiber Optics

c. LV Power distribution

With this development, Cords Cable Industries Limited shall now be eligible for bidding in the above product categories for all ongoing and upcoming projects of the said Gulf based Oil major.

- Awarded a prestigious contract for supply of Signal Cables including Fire Resistant - Gas Detector Signal Cables, Alarm Cables and Control Cables to be used in Polymer Addition Project towards Hydrocarbon sector in the state of Punjab (India). The total estimated value of the said contract is Rs.47.20 crore (inclusive of GST). In accordance to the delivery schedule, supply of cables is to be completed before February, 2019.

GREEN INITIATIVE IN THE CORPORATE GOVERNANCE

In view of the Green Initiative in Corporate Governance introduce by the Ministry of Corporate Affairs vide its circular no. 17/2011 dated 21.04.2011, your company started a sustainability initiative with the aim of going green and minimizing its impact on the environment.

Your Company sincerely appreciates shareholders who have contributed towards furtherance of Green Initiative. We further appeal to other shareholders to contribute towards furtherance of Green Initiative by opting for electronic communication.

Electronic copies of the Annual Report 2017-18 and Notice of the 27th Annual General Meeting are sent to all members whose email addresses are registered with the company/ Depository participants. For members who have not registered their email addresses, physical copies of Annual Reports 2017-18 and Notice of the 27th Annual General Meeting are sent in the permitted mode. Members requiring physical copies can send a request to Company Secretary.

The Company is providing e-voting facility to all members to enable them to cast their votes electronically on all resolutions set forth in the notice. This is pursuant to section 108 of Companies Act, 2013 and Companies (Management and Administration) Rules, 2014. The instructions for e-voting are provided in the Notice.

The Company is also periodically uploading Annual Reports, Financial Results and Shareholding Pattern etc. on its website viz. www.cordscable.com within the prescribed time limit.

ACKNOWLEDGEMENT

The Board of Directors wishes to place on record its appreciation for the commitment, dedication and hard work of employees and the cooperation, assistance and confidence extended by Banks, Financial Institutions, Securities and Exchange Board of India, Government authorities, Statutory authorities, customers, suppliers and shareholders of the Company and further looks forward to each ones’ continued support and co-operation in future as well.

ON BEHALF OF THE BOARD OF DIRECTORS

Naveen Sawhney Sanjeev Kumar

Managing Director Whole Time Director

DIN :00893704 DIN :07178759

New Delhi

August 13, 2018

Director’s Report